ルネサンスリーの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2026

RenaissanceRe Holdings Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	001-14428	98-0141974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Renaissance House, 12 Crow Lane, Pembroke, Bermuda HM 19

(Address of Principal Executive Office) (Zip Code)

(441) 295-4513

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report).

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Shares, Par Value $1.00 per share	RNR	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a Series F 5.750% Preference Share, Par Value $1.00 per share	RNR PRF	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a Series G 4.20% Preference Share, Par Value $1.00 per share	RNR PRG	New York Stock Exchange

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Robert Qutub and Appointment of Matthew Neuber as Chief Financial Officer

On May 11, 2026, Robert Qutub, the Executive Vice President and Chief Financial Officer of RenaissanceRe Holdings Ltd. (the “Company”), notified the Company’s Board of Directors (the “Board”) of his intention to retire as Executive Vice President and Chief Financial Officer of the Company, effective December 31, 2026 (the “Effective Date”). As of January 1, 2027, Matthew Neuber, the Company’s current Senior Vice President, Senior Financial Officer and Corporate Treasurer, will be Executive Vice President, Chief Financial Officer and Corporate Treasurer.

Mr. Neuber, age 40, currently serves as the Company’s Senior Vice President, Senior Financial Officer and Corporate Treasurer. He has held the role of Corporate Treasurer since 2019 and previously served in positions within the finance function. Prior to joining the Company in 2014, Mr. Neuber held roles in private equity and asset management. He began his career in investment banking at Keefe, Bruyette & Woods where he focused on the insurance industry. Mr. Neuber holds a B.A. in Economics from Williams College and an M.B.A. from The Wharton School of the University of Pennsylvania. He is also a CFA charterholder. He will continue to be based in the Company’s Bermuda headquarters, pending immigration approval.

There are no arrangements or understandings between Mr. Neuber and any other persons pursuant to which Mr. Neuber was appointed as the successor Executive Vice President, Chief Financial Officer and Corporate Treasurer of the Company. There are also no family relationships between Mr. Neuber and any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer of the Company, and he has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Qutub’s retirement is not the result of any disagreement with the Company's independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls.

Retirement of Ross Curtis as Chief Portfolio Officer

On May 11, 2026, Ross Curtis, the Executive Vice President and Chief Portfolio Officer of the Company, notified the Board of his intention to retire as Executive Vice President and Chief Portfolio Officer of the Company, effective as of the Effective Date. Following the Effective Date, Mr. Marra, the Company’s Group Chief Underwriting Officer, will oversee Mr. Curtis’s responsibilities.

Qutub Letter Agreement

In order to induce Mr. Qutub to remain with the Company to support an orderly transition of his duties, the Company and Mr. Qutub entered into a letter agreement (the “Qutub Letter Agreement”), which provides that Mr. Qutub will remain employed with the Company following the Effective Date through December 31, 2027 (the “Qutub Transition Period”), in the role of strategic advisor. Mr. Qutub’s base salary, bonus target and benefit arrangements will remain at the same levels through the expiration of the Qutub Transition Period, with Mr. Qutub’s 2027 bonus pro-rated for his service during 2027. In addition, as an inducement for Mr. Qutub to remain with the Company, Mr. Qutub will be eligible for a long-term incentive award in 2027, which is expected to be subject to the same terms as his 2026 long-term incentive award. In connection with his retirement, Mr. Qutub will be eligible to receive the retirement benefits, including non-competition payments, set forth in his Employment Agreement with the Company, dated as of July 22, 2016, and as further described in the Company’s Definitive Proxy Statement, filed with the United States Securities and Exchange Commission on March 18, 2026 (the “2026 Proxy Statement”).

The foregoing description of the Qutub Letter Agreement is qualified in its entirety by reference to the full text of the Qutub Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Curtis Letter Agreement

In order to induce Mr. Curtis to remain with the Company to support an orderly transition of his duties, the Company and Mr. Curtis entered into a letter agreement (the “Curtis Letter Agreement”), which provides that Mr. Curtis will remain employed with the Company following the Effective Date through June 30, 2027 (the “Curtis Transition Period”), in the role of strategic advisor. Mr. Curtis’s base salary, bonus target and benefit arrangements will remain at the same levels through the expiration of the Curtis Transition Period, with Mr. Curtis’s 2027 bonus pro-rated for his service during 2027. In addition, as an inducement for Mr. Curtis to remain with the Company, Mr. Curtis will be eligible for a long-term incentive award in 2027, which is expected to be subject to the same terms as his 2026 long-term incentive award. In connection with his retirement, Mr. Curtis will be eligible to receive the retirement benefits, including the non-competition payments, set forth in his Employment Agreement with the Company, dated as of July 22, 2016, and as further described in the 2026 Proxy Statement.

The foregoing description of the Curtis Letter Agreement is qualified in its entirety by reference to the full text of the Curtis Letter Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On May 14, 2026, the Company issued a press release announcing the changes described above. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit #	Description

10.1	Letter Agreement, dated May 11, 2026, between Robert Qutub and RenaissanceRe Holdings Ltd.

10.2	Letter Agreement, dated May 11, 2026, between Ross Curtis and RenaissanceRe Holdings Ltd.

99.1*	Copy of the Company’s press release, issued May 14, 2026.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Exhibit 99.1 is being furnished to the SEC pursuant to Item 7.01 and is not being filed with the SEC. Therefore, this exhibit is not incorporated by reference in any of the Company’s other SEC filings

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RENAISSANCERE HOLDINGS LTD.

Date:	By:	/s/ Shannon L. Bender
May 14, 2026		Shannon L. Bender
		Executive Vice President, Group General Counsel and Corporate Secretary

EX-10.1 2 ef20073592_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Robert Qutub

Chief Financial Officer

RenaissanceRe Holdings Ltd.

Renaissance House

12 Crow Lane

Pembroke HM 19

Bermuda

May 11, 2026

Dear Bob:

This letter memorializes your notification to the Board of Directors (the “Board”) and me of RenaissanceRe Holdings Ltd. (the “Company”) on May 11, 2026 of your decision to retire.

On behalf of the Company and its Board, I want to thank you for your many years of service to the Company, during which you have demonstrated remarkable leadership and have made immeasurable contributions to the Company. We appreciate your willingness to provide continued support and expertise to the Company as a strategic advisor to the Company.

This letter agreement (“Agreement”) supplements the terms of the Employment Agreement by and between you and the Company, dated as of July 22, 2016 (the “Employment Agreement”), as follows:

Term. Except as otherwise agreed to by the parties, your retirement as Executive Vice President and Chief Financial Officer will become effective on December 31, 2026 (the “Transition Date”). Following the Transition Date, you agree to serve as a strategic advisor and a non-executive employee until December 31, 2027 (the “Term” and, the period from the date hereof to December 31, 2027, the “Transition Period”). During your service as strategic advisor, your employment will be transferred to RenRe North America Employee Services Inc.

Until the Transition Date, you shall continue to serve as the Chief Financial Officer, reporting directly to the Chief Executive Officer. In your role as strategic advisor, you agree to provide transition and other related services to the Company during the Transition Period to provide an effective transition of your executive responsibilities to the Company’s incoming Executive Vice President and Chief Financial Officer. In addition, you will also perform the duties that may be reasonably assigned to you by the Company’s Chief Executive Officer or the Board. As strategic advisor, you shall report directly to the Chief Executive Officer. You and the Company agree that based on the anticipated level of services that you will perform for the Company during the Transition Period, you are not expected to experience a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended, during the Transition Period.

As of the Transition Date (or your earlier termination of your employment for any reason), unless otherwise agreed to by the parties, you shall be deemed to have resigned, without any further action by you, from any and all officer and director positions that you, immediately prior to such termination, (i) held with the Company or any of its affiliates or (ii) held with any other entities at the direction of, or as a result of your affiliation with, the Company or any of its affiliates. If for any reason this Agreement is deemed to be insufficient to effectuate such resignations, then you shall, upon the Company’s request, execute any documents or instruments that the Company may deem necessary or desirable to effectuate such resignations.

For the avoidance of doubt, nothing in this Agreement alters the “at-will” nature of your employment and either party may terminate your employment at any time and for any reason.

Compensation. During the Term, your base salary, annual bonus opportunity and benefits arrangements (including health and welfare benefits) will continue at the same level that they have been during 2026 through the end of the Transition Period; provided, however, that (i) your annual bonus shall be pro-rated for your period of service during 2027 and (ii) once your employment transfers to RenRe North America Employee Services Inc., you will participate in the health and welfare benefits provided by RenRe North America Employee Services Inc.

Subject to your continued service through the grant date and as an inducement for you to remain in service with the Company through the end of the Transition Period, you will be granted annual equity awards in 2027 at the same time that the Company grants annual equity awards to its executive officers, with such awards to be granted pursuant to the same terms as the CGHCMC grants the NEOs’ awards in 2027.

Existing Employment Agreement. You and the Company hereby acknowledge and agree that your assumption of the role of strategic advisor and retirement as Chief Financial Officer does not entitle you to terminate due to Good Reason under the Employment Agreement and that you will not be entitled to severance benefits due to a termination for Good Reason pursuant to the Employment Agreement upon the expiration of the Transition Period (or your earlier termination of employment for any reason). However, at the end of the Term, in accordance with Section 8(f) of the Employment Agreement, you shall be eligible to receive (i) Accrued Obligations, as contemplated in Section 8(f)(i) of the Employment Agreement, (ii) continued health benefits, as contemplated in Section 8(f)(iii) of the Employment Agreement and (iii) your outstanding performance-based equity awards will be eligible for Retirement treatment as set forth in Section 8(f)(iv) of the Employment Agreement. In addition, this Agreement serves to inform you that, at the end of the Term, you shall remain subject to the restrictive covenants set forth in Section 9 of the Employment Agreement (including, without limitation, the restrictive covenants relating to non-competition) and, pursuant to the terms of Section 8(f) of the Employment Agreement, the Company shall pay you the Non-Competition Consideration contemplated by Section 8(f)(ii) of the Employment Agreement. The amounts payable under Section 8(f) of the Employment Agreement, other than the Accrued Obligations, shall be subject to your execution and non-revocation of a general release of claims in favor the Company, as contemplated in Section 8(i) of the Employment Agreement.

Protected Rights. Notwithstanding anything in this Agreement or the Employment Agreement to the contrary, you understand that nothing contained in this Agreement or the Employment Agreement limits your ability to report possible violations of law or regulation to or file a charge or complaint with any federal, state or local governmental agency or commission or regulatory authority (collectively, “Government Agencies”). You further understand that neither this Agreement nor the Employment Agreement limits your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Furthermore (I) you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (II) if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose a trade secret to your attorney and use the trade secret information in the court proceeding, if you file any document containing the trade secret under seal and do not disclose the trade secret except pursuant to court order.

Again, thank you for your many years of dedicated service to the Company and your agreement to assist the Company in its leadership transition.

Sincerely,

By: /s/ Kevin O’Donnell

Name: Kevin O’Donnell

Title: Chief Executive Officer

This letter agreement correctly reflects our understanding, and I hereby confirm my agreement to the same as of the date set forth above.

/s/ Robert Qutub

Robert Qutub

EX-10.2 3 ef20073592_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

Ross Curtis

Chief Portfolio Officer

RenaissanceRe Holdings Ltd.

Renaissance House

12 Crow Lane

Pembroke HM 19

Bermuda

May 11, 2026

Dear Ross:

This letter memorializes your notification to the Board of Directors (the “Board”) and me of RenaissanceRe Holdings Ltd. (the “Company”) on May 11, 2026 of your decision to retire.

This letter agreement (“Agreement”) supplements the terms of the Employment Agreement by and between you and the Company, dated as of July 22, 2016 (the “Employment Agreement”), as follows:

Term. Except as otherwise agreed to by the parties, your retirement as Executive Vice President and Chief Portfolio Officer will become effective on December 31, 2026 (the “Transition Date”). Following the Transition Date, you agree to serve as a strategic advisor and a non-executive employee until June 30, 2027 (the “Term” and, the period from the date hereof to June 30, 2027, the “Transition Period”).

Until the Transition Date, you shall continue to serve as the Chief Portfolio Officer, reporting directly to the Chief Executive Officer. In your role as strategic advisor, you agree to provide transition and other related services to the Company during the Transition Period to provide an effective transition of your executive responsibilities. In addition, you will also perform the duties that may be reasonably assigned to you by the Company’s Chief Executive Officer or the Board. As strategic advisor, you shall report directly to the Chief Executive Officer.

For the avoidance of doubt, nothing in this Agreement alters the “at-will” nature of your employment and either party may terminate your employment at any time and for any reason.

Existing Employment Agreement. You and the Company hereby acknowledge and agree that your assumption of the role of strategic advisor and retirement as Chief Portfolio Officer does not entitle you to terminate due to Good Reason under the Employment Agreement and that you will not be entitled to severance benefits due to a termination for Good Reason pursuant to the Employment Agreement upon the expiration of the Transition Period (or your earlier termination of employment for any reason). However, at the end of the Term, in accordance with Section 8(f) of the Employment Agreement, you shall be eligible to receive (i) Accrued Obligations, as contemplated in Section 8(f)(i) of the Employment Agreement, (ii) continued health benefits, as contemplated in Section 8(f)(iii) of the Employment Agreement and (iii) your outstanding performance-based equity awards will be eligible for Retirement treatment as set forth in Section 8(f)(iv) of the Employment Agreement. In addition, this Agreement serves to inform you that, at the end of the Term, you shall remain subject to the restrictive covenants set forth in Section 9 of the Employment Agreement (including, without limitation, the restrictive covenants relating to non-competition) and, pursuant to the terms of Section 8(f) of the Employment Agreement, the Company shall pay you the Non-Competition Consideration contemplated by Section 8(f)(ii) of the Employment Agreement. The amounts payable under Section 8(f) of the Employment Agreement, other than the Accrued Obligations, shall be subject to your execution and non-revocation of a general release of claims in favor the Company, as contemplated in Section 8(i) of the Employment Agreement.

Again, thank you for your many years of dedicated service to the Company and your agreement to assist the Company in its leadership transition.

Sincerely,

By: /s/ Kevin O’Donnell

Name: Kevin O’Donnell

Title: Chief Executive Officer

This letter agreement correctly reflects our understanding, and I hereby confirm my agreement to the same as of the date set forth above.

/s/ Ross Curtis

Ross Curtis

EX-99.1 4 ef20073592_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

RenaissanceRe Holdings Ltd. Announces Planned Leadership Succession

Robert Qutub and Ross Curtis to Retire; Matthew Neuber to Become Chief Financial Officer in 2027

Pembroke, Bermuda, May 14, 2026 -- RenaissanceRe Holdings Ltd. (NYSE: RNR) (the “Company” or “RenaissanceRe”) today announced that Robert “Bob” Qutub, Chief Financial Officer, and Ross Curtis, Chief Portfolio Officer, intend to retire on December 31, 2026.

Matthew Neuber, RenaissanceRe’s Senior Financial Officer and Corporate Treasurer, will succeed Mr. Qutub as Chief Financial Officer, effective January 1, 2027. He will remain Corporate Treasurer and will join RenaissanceRe’s Governance Committee. Mr. Neuber’s appointment to Chief Financial Officer reflects his significant contributions to RenaissanceRe and is the outcome of the Company’s ongoing commitment to long-term succession planning. David Marra, RenaissanceRe’s Group Chief Underwriting Officer, will assume oversight of Mr. Curtis’ responsibilities in 2027.

Kevin O’Donnell, President and Chief Executive Officer, said: “Since Bob joined us in 2016, he has provided rigorous financial oversight as RenaissanceRe has grown rapidly, including through two major acquisitions and geographic expansion. Over his tenure, Bob has evolved our investment portfolio and operations to reflect RenaissanceRe’s increased scale, and his financial acumen and leadership have helped drive greater earnings diversification and financial resilience that have been integral to our success. We are deeply grateful for his contributions and wish him and his family all the best in his retirement.

“Matt brings a proven track record of financial leadership, with deep expertise in corporate finance and capital management. He has played a pivotal role in advancing our strategy and has scaled our Treasury function in line with RenaissanceRe’s growth. His appointment reflects not only his individual strengths, but also the depth of internal talent we have developed across RenaissanceRe. I look forward to continuing our work together as we drive long‑term value for our shareholders.”

Bob Qutub, Chief Financial Officer, said: “It has been an honor to be part of RenaissanceRe and to work alongside so many outstanding colleagues over the years. Having worked closely with Matt over the past decade, I am delighted to see him assume this role. I have great confidence in his leadership, strategic insight and financial expertise.”

Mr. O’Donnell continued: “Over the past 27 years, Ross has helped shape the company we are today – from establishing our Syndicate 1458 to overseeing significant growth as Group Chief Underwriting Officer and most recently advancing our leadership in portfolio construction and capital efficiency as Chief Portfolio Officer. Importantly, he made a lasting impact on our culture by exemplifying our values, championing inclusion, and developing generations of talent. We thank Ross for his leadership and wish him and his family every happiness in his retirement.

“David has successfully grown RenaissanceRe’s portfolio as Chief Underwriting Officer, both organically and through the Validus acquisition, while maintaining our collaborative, high‑performing underwriting culture. I am confident that he will build on his long track record of underwriting leadership in this expanded role, matching desirable risk with capital and advancing our value proposition to customers at scale.”

Ross Curtis, Chief Portfolio Officer, said: “It has been a true privilege to be part of the RenaissanceRe team for nearly thirty years and to contribute to a business defined by underwriting excellence and a strong, collaborative culture. I am proud of the company we have built and the deep client relationships we have fostered. I have every confidence that those enduring strengths will continue to distinguish RenaissanceRe in the years ahead.”

To facilitate a smooth transition, Mr. Qutub will serve as a strategic advisor to the Company for a period of twelve months after his retirement and Mr. Curtis will serve as a strategic advisor for six months.

About Matthew Neuber

Mr. Neuber currently serves as RenaissanceRe’s Senior Financial Officer and Corporate Treasurer. In this role, he oversees the Company’s capital management, financial planning, and forecasting activities. He has been Corporate Treasurer since 2019 and during his tenure with RenaissanceRe has held roles of increasing responsibility across Capital Partners, Investor Relations, Strategic Investments and M&A. Mr. Neuber joined RenaissanceRe in 2014, bringing prior experience in private equity and asset management. He began his career in investment banking at Keefe, Bruyette & Woods, where he focused on the insurance industry.

Mr. Neuber holds a B.A. in Economics from Williams College and an M.B.A. from The Wharton School of the University of Pennsylvania. He is also a CFA charterholder.

He will continue to be based in RenaissanceRe’s Bermuda headquarters, pending immigration approval.

About RenaissanceRe

RenaissanceRe is a global provider of reinsurance and insurance that specializes in matching desirable risk with efficient capital. The Company provides property, casualty and specialty reinsurance and certain insurance solutions to customers, principally through intermediaries. Established in 1993, and headquartered in Bermuda, RenaissanceRe has offices across North America, Europe, and the Asia-Pacific region.

Cautionary Statement Regarding Forward-Looking Statements

Any forward-looking statements made in this Press Release, including any statements regarding any future results of operations and financial positions, business strategy, plan and any objectives for future operations, reflect RenaissanceRe’s current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to numerous factors that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements, including the factors affecting future results disclosed in RenaissanceRe’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

###

Investor Contact:

RenaissanceRe Holdings Ltd.

Keith McCue

Senior Vice President, Finance & Investor Relations

441-239-4830

Media Contacts:

RenaissanceRe Holdings Ltd.

Hayden Kenny

Senior Vice President, Investor Relations & Communications

441-239-4946

Kekst CNC

Nicholas Capuano

917-842-7859